The contents of this book have been approved by H M Williams Chartered Accountants.

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2 This is the Table of Contents from Lawpack s Ready-Made Company Minutes & Company Resolutions. Now in Word format, it's packed full of over 100 templates. To download all the company minutes and resolutions you need, click here. The contents of this book have been approved by H M Williams Chartered Accountants. First edition 1998 Second edition 1999 Third edition 2005 Reprinted 2006, 2007 Fourth edition 2008 Fifth edition 2009 Sixth edition 2012 Published by Lawpack Publishing Limited Alscot Road London SE1 3AW Copyright 2012 Lawpack Publishing Limited For convenience (and for no other reason), him, he and his have been used throughout and should be read to include her, she and her. This Lawpack publication may not be reproduced in whole or in any form without written permission from the publisher, except that individual forms may be photocopied by the purchaser for his or her own use, but not for resale.

First edition 1998 Second edition 1999 Third edition 2005 Reprinted 2006, 2007 Fourth edition 2008 Fifth edition 2009 Sixth edition 2012 Published by Lawpack Publishing Limited 76-89 Alscot Road

3 Contents v Contents SECTION A How Ready-Made Company Minutes & Resolutions can help you 1 Why good company records are essential 1 Forming a company 1 Running a company 2 Rules affecting a director 2 Conduct of board meetings 3 Shareholders rights 3 Notice of shareholder meetings 4 How to use Ready-Made Company Minutes & Resolutions 6 SECTION B Board meetings 9 B01 Notice of board meeting 11 B02 Notice of appointment of alternate director 12 B03 Minutes of first board meeting 13 B04 Example minutes of first board meeting 15 B05 Standard board minutes 17 B06 Example board minutes 18 SECTION C Board resolutions 19 Appointment and removal of officers C01 Appointment of director 23 C02 Proposal to remove director 24 C03 Appointment of chairman 25 C04 Removal of chairman 26 C05 Appointment of secretary 27 C06 Removal of secretary 28 C07 Appointment of auditors 29 C08 Proposal to remove auditors 30 C09 Notice to auditors of proposed removal 31 C10 Appointment of bankers 32 Directors C11 Approval of alternate director 33 C12 Proposal of variation of maximum number of directors 34 C13 Proposal of compensation payment 35 C14 Approval of directors report and accounts 36 C15 Approval of director s service contract 37

Notice of appointment of alternate director 12 B03 Minutes of first board meeting 13 B04 Example minutes of first board meeting 15 B05 Standard board minutes 17 B06 Example board minutes 18 SECTION C

4 vi Ready-Made Company Minutes & Resolutions C16 Proposal of approval of director s service contract of more than two years duration 38 C17 Proposal of director s remuneration 39 C18 Proposal to allow director to vote on contracts where he has a personal interest 40 C19 Proposal that members ratify acts of directors beyond the powers delegated to them 41 Shares C20 Proposal of bonus issue 42 C21 Allotment of shares 43 C22 Proposal of dividend 44 C23 Proposal of purchase of own shares 45 C24 Proposal of purchase of own shares from capital 46 C25 Approval and registration of transfer of shares 47 C26 Proposal that directors be given authority to make a specific allotment of shares for a specified purpose 48 C27 Proposal that directors be given authority to allot shares generally 49 C28 Proposal of revocation of directors authority to allot shares 50 C29 Proposal of removal of statutory pre-emption rights 51 Constitution C30 Proposal of alteration of articles 52 C31 Proposal of alteration of objects 53 C32 Proposal of alteration of articles - no retirement by rotation 54 C33 Proposal of alteration of articles - removal of chairman s casting vote 55 C34 Proposal of alteration of articles - director voting where he has personal interest 56 C35 Proposal of alteration of articles - refusal to register the C36 transfer of shares 57 Proposal of alteration of articles - exclusion of statutory pre-emption rights 58 C37 Proposal of alteration of articles - quorum for General Meetings 59 C38 Proposal of alteration of articles - number of directors 60 C39 Proposal of alteration of articles - alternate directors 61 C40 Proposal of alteration of articles - weighted voting rights 62 C41 Proposal of alteration of articles - authority to allot shares 63 C42 Proposal of adoption of new articles 64 C43 Proposal of name change 65 C44 Adoption of trading name 66 C45 Proposal that company re-register as a public limited company 67 C46 Change address of registered office 68 C47 Adoption of company seal 69 Financial C48 Change accounting reference date 70 C49 Proposal of voluntary liquidation where company is insolvent 71 C50 Proposal of voluntary liquidation where company is solvent 72 C51 Application for administration order 73 C52 Approval of auditors remuneration for audit 74 C53 Approval of auditors remuneration for services and advice 75 C54 Registration for VAT 76

Allotment of shares 43 C22 Proposal of dividend 44 C23 Proposal of purchase of own shares 45 C24 Proposal of purchase of own shares from capital 46 C25 Approval and registration of transfer of shares

5 Contents vii C55 Issue of debenture 77 C56 Proposal of approval of substantial property transaction 78 SECTION D General Meetings 79 D01 Notice of Annual General Meeting 81 D02 Consent to short notice for an AGM 82 D03 Appointment of a proxy for an AGM 83 D04 Minutes of Annual General Meeting 84 D05 Notice of General Meeting 85 D06 Consent to short notice for a General Meeting 86 D07 Appointment of a proxy for a General Meeting 87 D08 Minutes of a General Meeting 88 Other notices D09 Special notice of resolution to remove a director 89 D10 Notice of meeting to remove a director 90 D11 Notice of resolution given by company to the director 91 D12 Special notice of resolution to remove auditors 92 D13 Notice of meeting to remove auditors 93 SECTION E Shareholders resolutions 95 E01 Standard written resolution 99 Appointment and removal of officers E02 Appointment of director 100 E03 Fixing of maximum number of directors 101 Shares E04 Reduction of share capital 102 E05 Allotment of shares - specific 103 E06 Allotment of shares - general 104 E07 Removal of authority to allot shares 105 E08 Declaration of dividend 106 E09 Removal of statutory pre-emption rights - general 107 E10 Removal of statutory pre-emption rights in respect of a specified allotment 108 E11 Purchase of own shares 109 E12 Purchase of own shares from capital 110 E13 Bonus issue 111 Financial E14 Approval of substantial property transaction 112 E15 Approval of director s remuneration 113 E16 Voluntary liquidation - solvent 114 E17 Voluntary liquidation - insolvent 115 E18 Application for administration order 116 Change Constitution E19 Re-registration as public company 117 E20 Change of company name 118

Appointment of a proxy for a General Meeting 87 D08 Minutes of a General Meeting 88 Other notices D09 Special notice of resolution to remove a director 89 D10 Notice of meeting to remove a director

6 viii Ready-Made Company Minutes & Resolutions E21 Change of articles 119 E22 Adoption of new articles of association 120 E23 Change of objects 121 Directors E24 Approval of compensation payment 122 E25 Approval of service contract exceeding two years duration 123 E26 Ratification of acts of directors beyond the powers delegated to them under company s articles 124 E27 Allowing of director to vote on contracts where has personal interest 125 Altering the articles of association E28 Alteration of articles - no retirement by rotation 126 E29 Alteration of articles - removal of chairman s casting vote 127 E30 Alteration of articles - director voting where personal interest 128 E31 Alteration of articles - refusal to register transfer of shares 129 E32 Alteration of articles - exclusion of statutory pre-emption rights 130 E33 Alteration of articles - quorum for General Meeting 131 E34 Alteration of articles - number of directors 132 E35 Alteration of articles - alternate directors 133 E36 Alteration of articles - weighted voting rights 134 E37 Alteration of articles - authority to allot shares 135 Glossary of useful terms 136 Appendix 1 Examples of Registers 138

vote on contracts where has personal interest 125 Altering the articles of association E28 Alteration of articles - no retirement by rotation 126 E29 Alteration of articles - removal of chairman s

SAMPLE OF AN INCORPORATION AGREEMENT ADOPTING THE TABLE 1 ARTICLES INCORPORATION AGREEMENT

APPENDIX A SAMPLE OF AN INCORPORATION AGREEMENT ADOPTING THE TABLE 1 ARTICLES INCORPORATION AGREEMENT We propose to form a company under the Business Corporations Act (BC) under the name of (the Company